Longwen Group Corp. - Quarter Report: 2012 September (Form 10-Q)
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: September 30, 2012 Commission file no.: 0-11596
PAY MOBILE, INC.
(Name of Small Business Issuer in its Charter)
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Nevada
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95-3506403
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(State or other jurisdiction of
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(I.R.S.Employer
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incorporation or organization)
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Identification No.)
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7695 S.W. 104th Street, Suite 210 Miami, FL
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33156
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(Address of principal executive offices)
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(Zip Code)
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Issuer’s telephone number: (305) 663-7140
Securities registered under Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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None
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None
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Securities registered under Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
(Title of class)
Indicate by Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).x Yes o No
Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes o No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
As at September 30, 2012, there are 94,964,138 shares of voting stock of the registrant issued and outstanding.
PART I
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ITEM 1.
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FINANCIAL STATEMENTS
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INDEX TO FINANCIAL STATEMENTS
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Balance Sheets
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F-2
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Statements of Operations
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F-3
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Statements of Cash Flows
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F-4
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Notes to Financial Statements
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F-5
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PAY MOBILE, INC.
Balance Sheets
| UNAUDITED | AUDITED | |||||||
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September 30,
2012
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December 31,
2011
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ASSETS
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CURRENT ASSETS
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Cash and equivalents
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$ | 4,415 | $ | 34,517 | ||||
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Current assets of discontinued operations
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0 | 53,931 | ||||||
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Total current assets
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15,000 | 88,448 | ||||||
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OTHER ASSETS
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Other assets of discontinued operations
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0 | 25,750 | ||||||
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Total Assets
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$ | 4,415 | $ | 114,198 | ||||
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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CURRENT LIABILITIES
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Current liabilities of discontinued operations
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$ | 0 | $ | 438,771 | ||||
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Total liabilities
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0 | 438,771 | ||||||
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STOCKHOLDERS’ EQUITY
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Preferred stock, $0.0001, authorized 50,000,000 shares, 0 issued and outstanding
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0 | 0 | ||||||
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Common stock $0.0001, authorized 500,000,000 shares; 94,964,138 (2011 – 129,114,138) issued and outstanding
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9,496 | 12,911 | ||||||
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Additional paid in capital
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1,388,745 | 574,146 | ||||||
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Deficit
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(1,393,826 | ) | (911,630 | ) | ||||
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Total stockholders’ equity (deficiency)
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4,415 | (324,573 | ) | |||||
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Total Liabilities and Stockholders’ Equity
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$ | 4,415 | $ | 114,198 | ||||
F-2
PAY MOBILE, INC.
(A Development Stage Enterprise)
Statements of Operations
(unaudited)
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Three Months
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Nine Months
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Period from October 1, 2003 (Inception) through September 30, 2012 | ||||||||||||||||||
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2012
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2011
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2012
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2011
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General and administrative
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10,585 | 0 | 10,585 | 0 | 10,585 | |||||||||||||||
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Loss from discontinued operations
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0 | 236,613 | 473,823 | 409,622 | 1,383,241 | |||||||||||||||
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Net loss
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$ | (10,585 | ) | $ | (236,613 | ) | $ | (484,408 | ) | $ | (409,622 | ) | $ | (1,393,826 | ) | |||||
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Basic net loss per weighted average share
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$ | ( 0.00 | ) | $ | ( 0.00 | ) | $ | ( 0.00 | ) | $ | ( 0.00 | ) | ||||||||
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Weighted average number of shares
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94,964,138 | 96,964,138 | 94,964,138 | 94,964,138 | ||||||||||||||||
The accompanying notes are an integral part of the financial statements
F-3
PAY MOBILE, INC.
(A Development Stage Enterprise)
Statements of Cash Flows
Nine Months Ended September 30,
(unaudited)
| From October 1, 2003 (Inception) through September 30, 2012 | ||||||||||||
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2012
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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| Net cash (used in) provided by discontinued operations | $ | (19,517 | ) | $ | 176,523 | $ | 15,000 | |||||
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Net loss
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(10,585 | ) | 0 | (10,585 | ) | |||||||
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Net increase (decrease) in cash
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(30,102 | ) | 176,523 | 4,415 | ||||||||
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CASH, beginning of period
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34,517 | 88 | 0 | |||||||||
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CASH, end of period
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$ | 4,415 | $ | 176,611 | $ | 4,415 | ||||||
F-4
PAY MOBILE, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
(Information with regard to the three and nine months ended September 30, 2012 and 2011 is unaudited)
Interim financial information
The financial statements for the nine months ended September 30, 2012 and 2011 are unaudited and include all adjustments which in the opinion of management are necessary for fair presentation, and such adjustments are of a normal and recurring nature. The results for the nine months are not indicative of a full year results.
(1) Summary of Significant Accounting Policies
Pay Mobile, Inc., (the Company), was incorporated on March 31, 1980, under the laws of the State of California as Expertelligence, Inc. On June 26, 2006, the Company reincorporated in Nevada. On March 24, 2011, the Company amended its Articles of Incorporation to change its name to Pay Mobile, Inc. On March 24, 2011, the Company entered into a Share Exchange Agreement (the Agreement) with Pay Mobile, Inc. (PMD) a Delaware corporation and its shareholders. Pursuant to the terms of the Agreement, the company issued 80,000,000 shares of its restricted common stock in exchange for 100% of the issued and outstanding shares of PMD. In addition shareholders agreed to cancel 50,000,000 shares owned by them.
On June 11, 2012 the Company entered into a Rescission Agreement whereby the Company rescinded the previous Agreement for the exchange of common stock dated March 24, 2001 with Pay Mobile, Inc., a Delaware corporation (“PMD”). As a result of the transaction, the Company cancelled all the shares which were previously issued to the shareholders of PMD in that transaction and an additional 5,550,000 shares which were issued to private investors. The issuance of these shares was an exempt transaction pursuant to Section 4(3) of the Securities Act of 1933 as amended. As a result of this the Company reverted back to the pre-acquisition status. In conjunction therewith the Company re-issued the previously cancelled 50,000,000 shares of common stock which were owned by previous management but were assigned to Irma Colón-Alonso. As a result of the rescission the Company now has 94,964,138 shares of common stock outstanding. The Company has reverted to a Shell Company status and is looking for a new opportunity. For a further description of the rescission, please refer to our 8-K/3A as amended filed with the SEC on October 9, 2012, which 8-K3A is incorporated herein by reference.
Development Stage Activities
These consolidated financial statements include the accounts of Paymobile and its wholly-owned subsidiary, Paymobile Inc. (Canada), up to June 11, 2012 when the Company entered into a Rescission Agreement. On January 19, 2010, Paymobile purchased Paymobile Inc. (Canada). The transaction was accounted for as a transaction between entities under common control in accordance with authoritative guidance issued by the Financial Accounting Standards Board. Accordingly, the net assets were recognized in the consolidated financial statements to June 11, 2012 and were recorded at their carrying amounts in the accounts of Paymobile Inc. (Canada) at the transfer date and the results of operations of Paymobile Inc. (Canada) are included as though the transaction had occurred at the beginning of the period. As a result of the Rescission Agreement, all assets and liabilities have been eliminated and the Statement of Operations reflects a loss from discontinued operations from Paymobile Inc. (Canada).
F-5
The Company is considered to be in the development stage and the accompanying financial statements represent those of a development stage company in accordance with SFAS No. 7, Accounting and Reporting by Development Stage Enterprises.
The following summarize the more significant accounting and reporting policies and practices of the Company:
Cash and Cash Equivalents
The Company considers all highly liquid instruments with an original maturity or remaining maturity at the date of purchase of three months or less to be cash equivalents.
Property and Equipment
Property and equipment are stated at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the expected useful life as follows:
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Computer equipment
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3 years
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Office furniture and equipment
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5 years
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Leasehold improvements
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term of the lease
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Repairs and maintenance expenditures are charged to operating expense as incurred. Replacements and major renewals are capitalized.
Accounting for the Impairment or Disposal of Long-Lived Assets
Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of the asset may not be recoverable. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset, or group of assets, is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and the fair value. Fair values are determined based on quoted market values, discounted cash flows, or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value.
Accounting Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-6
Revenue Recognition
Revenue is recognized when it is realized or realizable and earned. Revenue is realized or realizable when there is persuasive evidence of an arrangement, prices are fixed or determinable, services or products are provided to the customer, and collectability is probable and reasonably assured depending upon the applicable revenue recognition guidance followed.
Development Costs
It is the Company’s policy to expense all software and application development costs as incurred, as the Company’s future revenues and business operations are uncertain as to quantum, timing, and realization.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States Dollar. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Revenue and expense accounts are translated at average exchange rates during the period. Equity accounts are translated using historical exchange rates. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Income Taxes
Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Basic and Diluted Net (Loss) Per Common Share (“EPS”)
Basic net (loss) per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of common shares outstanding during the reporting period. Diluted net income per common share includes the potential dilution that could occur upon exercise of warrants or conversion of debt to acquire common stock. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net income per common share.
F-7
Fair Value of Financial Instruments
The Company’s financial instruments include cash and accrued liabilities. The fair value of these financial instruments approximates their carrying values due to their short maturities.
Stock-Based Compensation
The Company records expense for stock-based compensation to directors, employees, and consultants using the fair value method. Occasionally, the Company may issue shares of stock and stock warrants in exchange for services. The Company values the issuance of shares based on the fair value of its stock on the date of issuance. The Company values the warrants it issues using the Black-Scholes model.
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(2)
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Stockholders Equity:The Company has authorized 500,000,000 shares of $0.0001 par common stock. At September 30, 2012 there were 94,964,138 shares issued and outstanding. As a result of the Rescission Agreement entered into on June 11, 2012, the Company cancelled all the shares which were previously issued to the shareholders of PMD and an additional 5,550,000 shares which were issued to private investors. In conjunction therewith the Company re-issued the previously cancelled 50,000,000 shares of common stock which were owned by previous management.
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(3)
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Going Concern: The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s’ financial position and operating results raise substantial doubt about the Company’s’ ability to continue as a going concern, as reflected by the Company’s Stockholders’ Equity of $4,415 at September 30, 2012. The ability of the Company to continue as a going concern is dependent upon finding a new business opportunity and obtaining additional capital and financing. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
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(4)
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Subsequent Events:Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued, and there were no material subsequent events to disclose.
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F-8
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ITEM 2.
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MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
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DESCRIPTION OF BUSINESS
Reverse Acquisition of Paymobile
On May 15, 2011, the Company completed a reverse acquisition transaction through a share exchange with Paymobile whereby the Company acquired all of the issued and outstanding shares of common stock of Paymobile Delaware (“PMD”) in exchange for 80,000,000 pre-split shares of our common stock, par value $0.0001 per share. Contemporaneous with this transaction, the President and National Business Investors agreed to collectively cancel 50,000,000 shares of common stock. The Company had a total of 126,214,138 pre-split shares of common stock issued and outstanding and Paymobile's former shareholders became the majority shareholders of the Company, holding shares which constitute approximately 63.4% of our issued and outstanding shares. As a result of the reverse acquisition, Paymobile became a wholly owned subsidiary and its stockholders became the controlling stockholders. The share exchange transaction with Paymobile was treated as a reverse acquisition, with Paymobile as the accounting acquirer and the Company as the legal survivor.
On June 11, 2012 the Company entered into a Rescission Agreement whereby the Company rescinded the previous Agreement for the exchange of common stock dated March 24, 2011 with Pay Mobile, Inc., a Delaware corporation (“PMD”). As a result of the transaction, the Company cancelled all the shares which were previously issued to the shareholders of PMD in that transaction and an additional 5,550,000 shares which were issued to private investors. The issuance of these shares was an exempt transaction pursuant to Section 4(3) of the Securities Act of 1933 as amended. As a result of this the Company reverted back to the pre-acquisition status. In conjunction therewith and in consideration of $15,000, the Company re-issued the previously cancelled 50,000,000 shares of common stock which were owned by previous management but were assigned to Irma Colón-Alonso. As a result of the rescission the Company now has 94,964,138 shares of common stock outstanding. For a further description of the rescission, please refer to our 8-K/3A as amended filed with the SEC on October 9, 2012, which 8-K3A is incorporated herein by reference.
Effective June 8, 2012, Irma N. Colón-Alonso was appointed an additional director of our Company and was also appointed President, Secretary and Chief Financial Officer.
Effective June 12, 2012 Gino Porco and Peter Strang resigned as officers and directors of our Company. Mr. Porco’s and Mr. Strang’s resignations were not the result of any disagreements with our Company regarding our operations, policies, practices or otherwise.
Irma N. Colón-Alonso is a sole member of the Company’s Board of Directors and the Company’s Chief Executive Officer/President, Secretary and Chief Financial Officer.
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OUR BUSINESS
As a result of the Rescission Agreement, the Company has reverted back to a Shell Company and is seeking new business opportunities.
Comparison of Operating Results for the Three Months Ended September 30, 2012 to the Three Months Ended September 30, 2011
Net Loss
The Net loss for the three months ended September 30, 2012 was $10,585. Losses from discontinued operations for the three months ended September 30, 2011 were $236,613.
At September 30, 2012, our accumulated deficit was $1,393,826.
Comparison of Operating Results for the Nine Months Ended September 30, 2012 to the Nine Months Ended September 30, 2011
Net Loss
The Net Loss for the nine months ended September 30, 2012 was $484,408 including Losses from discontinued operations of $473,823. Losses from discontinued operations for the nine months ended September 30, 2011 were $409,622.
Assets and Liabilities
Our total assets were $4,415 at September 30, 2012, consisting of $4,415 in cash.
Total Current Liabilities were $0 at September 30, 2012.
Financial Condition, Liquidity and Capital Resources
At September 30, 2012, we had cash of $4,415. Our working capital is presently minimal and there can be no assurance that our financial condition will improve.
Plan of Operation
As a result of the Rescission Agreement, the Company has reverted back to a Shell Company and is seeking new business opportunities.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
The Company is not subject to any specific market risk other than that encountered by any other public company related to being publicly traded.
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Forward-Looking Statements
This Form 10-Q includes Aforward-looking statements@ within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-Q which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), finding suitable merger or acquisition candidates, expansion and growth of the Company’s business and operations, and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, general economic market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company. Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
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ITEM 4T.
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CONTROLS AND PROCEDURES
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As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company's management, including the Company's President, Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Company's President, Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
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PART II - OTHER INFORMATION
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ITEM 1.
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LEGAL PROCEEDINGS.
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The Company knows of no legal proceedings to which it is a party or to which any of its property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against the Company.
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ITEM 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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None.
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ITEM 3.
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DEFAULTS IN SENIOR SECURITIES
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None
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ITEM 4.
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MINE SAFETY DISCLOSURE
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None
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ITEM 5.
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OTHER INFORMATION
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None
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ITEM 6.
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EXHIBITS
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(a) The exhibits required to be filed herewith by Item 601 of Regulation S-K, as described in the following index of exhibits, are incorporated herein by reference, as follows:
| Exhibit No. | Description | |
| 31.1 * | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002. | |
| 32.1 * | Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002. |
* Filed herewith
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SIGNATURES
In accord with Section 13 or 15(d) of the Securities Act of 1933, as amended, the Company caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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PAY MOBILE, INC.
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Dated: November 9, 2012
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By:
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/s/ N. Colón-Alonso | |
| N. Colón-Alonso
Chief Executive Officer,
Chief Financial Officer
President and Sole Director
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